<DOCUMENT>
<TYPE>EX-99.77Q1
<SEQUENCE>2
<FILENAME>d73956_ex99-77q1.txt
<DESCRIPTION>BENEFICIAL OWNERSHIP REPORTING
<TEXT>

                             NAIC GROWTH FUND, INC.

Exhibit 77Q1(a) Amendments to Bylaws

Sections 8.01 and 8.06 of the Fund's Bylaws are amended to read as follows:

      8.01  Chairman  of the  Board.  The  Chairman  of  the  Board  shall  be a
non-executive,  non-officer position. The Chairman of the Board shall preside at
all  meetings of the  shareholders  and of the Board of  Directors  at which the
Chairman of the Board is present.

      8.06 Assistant  Secretaries  and  Treasurers.  Assistant  Secretaries  and
Assistant Treasurers shall be non-executive non-officer positions. The Assistant
Secretaries,  in order of their seniority, shall perform the duties and exercise
the powers and authorities of the Secretary in case of the  Secretary's  absence
or disability.  The Assistant  Treasurers,  in order of their  seniority,  shall
perform the duties and exercise the powers and  authorities  of the Treasurer in
case of the  Treasurer's  absence or disability.  The Assistant  Secretaries and
Assistant  Treasurers shall also perform such duties as may be delegated to them
by the Secretary and Treasurer,  respectively, and also such duties as the Board
of Directors may prescribe.

</TEXT>
</DOCUMENT>
